Universal Registration Document 2022

Note 31 Publicis Groupe SA stock option and free share plans

Presentation of the new free share plans for 2022

Five free share plans were created in the first half of 2022, with the following features:

Long-term incentive plan known as the “LTIP Epsilon 2022 Plan” (March and September 2022)

The plan, set up for the exclusive benefit of Publicis Epsilon managers and employees, includes three tranches subject to a continued presence condition for 20% and financial performance conditions for 80% in respect of 2022. These are deliverable in March 2023 (30% of the shares), March 2024 (30% of the shares) and March 2025 (40% of the shares) or September of those same years (depending on the grant date of the shares) in the same proportions.

Long-term incentive plan known as the “Sapient 2022 Plan” (April 2022)

The plan, put in place for the exclusive benefit of Publicis Sapient executives and employees, is made up of two tranches:

• the first tranche is conditional only upon continued employment and gives rise to the delivery of one-fourth of the shares awarded on the dates of the first four anniversaries of the plan (i.e. in April 2023, 2024, 2025 and 2026);
• in addition to the condition of continued employment, the second tranche is conditional upon performance criteria, and the total number of shares delivered shall depend on the level of financial targets achieved for 2022. Delivery will take place at the end of a three-year period, in April 2025.

Long-term incentive plans known as the “LTIP 2022 Directoire” (March 2022) and the “LTIP 2022 Président du Directoire” (March and May 2022)

Under the LTIP 2022 Directoire, members of the Management Board were awarded free shares, subject to three conditions:

• a continued presence condition, during the three-year vesting period;
• conditions for achieving the Group’s revenue growth and profitability targets over the entire 2022 to 2024 period, compared to a peer Groupe including the other three main global communications Groupes (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, in the area of Diversity, Equality and Inclusion and in the area of combating climate change, for which indicative interim points have been set. At the end of 2024, the percentage of women in key management positions as well as the percentage of change of integration of renewable energies in the Groupe will be assessed against set targets.

The shares ultimately awarded in accordance with the level of achievement of these conditions will be deliverable at the end of a three-year period, i.e. in March 2025.

In addition, the Chairman of the Management Board was granted additional shares in May 2022 following the compensation policy adopted by the General Shareholders’ Meeting of May 25, 2022. Also, the performance conditions associated with all the shares awarded to him in March and May were aligned with the new conditions approved during this same General Shareholders’ Meeting. The conditions indicated above for the members of the Management Board are applicable to it, plus a new market condition based on the TSR (Total Shareholder Return) comparing the Publicis Groupe’ TSR to that of the CAC40, as well as a condition related to talent management within the Groupe.

Long-term incentive plan known as the “LTIP 2022” (March 2022) and other plans

Under this plan, a certain number of Groupe managers were granted free shares, subject to three conditions:

• a continued presence condition, during the three-year vesting period;
• conditions for achieving the Group’s revenue growth and profitability targets for the year 2022, compared to a reference Groupe including the other three main global communications Groupes (Omnicom, WPP and IPG);
• conditions based on progress made on the CSR (corporate social responsibility) policy, in the area of both Diversity, Equality and Inclusion and in the area of combating climate change, for which indicative interim points have been set. At the end of 2022, the percentage of women in key management positions as well as the percentage of change of integration of renewable energies in the Groupe will be assessed against targets set.

The shares ultimately awarded in accordance with the level of achievement of these targets will be deliverable at the end of a three-year period, i.e. in March 2025.

For the beneficiaries of the 2019 Special Retention Plan, this new plan replaces the third tranche whose shares were subject to performance conditions to be measured during the 2022 financial year. For the beneficiaries concerned, the LTIP 2022 plan was treated as a replacement plan in accordance with IFRS 2, as was the LTIP 2021 plan which had been considered as the replacement of the second tranche whose conditions performance were to be measured in 2021.

Moreover, the Management Board, at its meeting of October 2022, decided to implement a specific individual plan, subject to only a three-year continued presence condition during the vesting period, whose shares will be deliverable in March 2025.